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ANNOUNCES PRIVATE PLACEMENT, AMENDS SHARES FOR DEBT, REPRICES WARRANTS

 

Alliance Growers Corp. (ACG.C) has arranged a non-brokered private placement of up to 3.8 million units at a price of 11 cents per unit, for gross proceeds of up to $418,000. Each unit is composed of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to acquire one additional common share in the capital of the company at a price of 21 cents per share, for a period of two years from the date the units are issued. If during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the company's shares trade at or above a weighted-average trading price of 30 cents per share for 10 consecutive trading days, the company may accelerate the expiry time of the warrants by giving written notice to warrantholders that the warrants will expire 30 days from the date of providing such notice.

A portion of the private placement may be completed in accordance with the exemption set out in B.C. Instrument 45-534 (exemption from prospectus requirement for certain trades to existing securityholders) pursuant to the terms and conditions of this offering news release and B.C. Instrument 45-534. Alliance Growers shall make the pro rata offer available to all persons who, as of the record date of April 6, 2017, held common shares in the capital of the company. In accordance with the requirements of the securityholder exemption, the company confirms there is no material fact or material change related to the company which has not been generally disclosed.

The company plans to allocate the proceeds of the private placement primarily to the botany centre for property acquisition and preliminary planning and development, plus finalization of agreements in other potentially lucrative arrangements in the medical and recreational cannabis space, as well as general working capital. The financing is subject to regulatory approval. All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.

On March 29, 2017, the company announced in settlement with certain of its creditors for previously incurred debts an aggregate of 1,765,641 common shares. The total shares being issued have been amended to 1,785,641 shares. All securities issued pursuant to this settlement will be subject to a hold period of four months and one day from the date of closing.

The company previously announced the closing of 885,000 units of a private placement at a price of 20 cents per unit. Each unit was composed of one common share and one share purchase warrant. Each full share purchase warrant will entitle the holder to acquire one additional common share in the capital of the company at a price of 30 cents per share, for a period of two years from the date the units were issued.

As the company is now undertaking private placements at a much lower price, it has amended the exercise price of the 885,000 warrants. The amendment exercise price has been set at 15 cents such that each full share purchase warrant will now entitle the holder to acquire one additional common share in the capital of the company at a price of 15 cents per share, for a period of two years from the date the units were issued.

About Alliance Growers Corp.

Alliance Growers is a diversified cannabis company driven by the company's four-pillar organization plan: cannabis botany centre, strategic ACMPR investments (access to cannabis for medical purposes regulations), CBD oil supply and distribution, and research and development.

Alliance Growers has executed an agreement with Botanical Research In Motion International Inc. for a Canadian exclusive licence to jointly develop and operate a 40,000-square-foot facility to be the first of its kind in Western Canada to house a DNA botany lab, extraction facility and tissue culture plantlet production facility to service the cannabis market and agriculture market in general.

Alliance Growers has rights to 50 per cent of BCMM, a late-stage applicant that submitted its ACMPR application to Health Canada in 2014, and is also making a strategic investment in another private company preparing to apply for an ACMPR producer's licence.

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